Exhibit 10.1


 


SETTLEMENT AGREEMENT AND SITE RELEASE


 


This Settlement Agreement and Site Release
("Agreement”) is entered into by and between Boonton Electronics Corp., WTT Acquisition Corp. and Wireless Telecom Group,
Inc. and their respective predecessors, parents, subsidiaries, affiliated companies, successors in interest, and/or their shareholders,
directors, and officers (collectively “WTG”), and Century Indemnity Company, as successor to Insurance Company of North
America (“INA/Century”) and Federal Insurance Company (“Federal”) (collectively “Chubb Insurers”),
as of the date of the execution of this Agreement by all parties hereto, and in accordance with the terms and conditions set forth
below.


 


WHEREAS, Chubb Insurers allegedly issued to
WTG those policies of insurance identified on Schedule A annexed hereto affording insurance coverage to WTG subject to the terms,
conditions, exclusions and limits of liability applicable thereto (all policies of insurance, whether known or unknown, which were
or may have been issued by Chubb Insurers or any of the Chubb-related insurance affiliates identified on Schedule B annexed hereto
(hereafter the “Chubb Affiliates”), and under which WTG may be an insured or additional named insured are hereinafter
referred to collectively as "the Policies");


 


WHEREAS, WTG has been identified as being potentially
responsible for the investigation and remediation of contamination at the property located at 499 Pomeroy Road Parsippany, New
Jersey (the “Site”);


 


WHEREAS, WTG allegedly has incurred and may
continue to incur various costs and expenses associated with past, present and future investigation and remediation of contamination
at the Site allegedly caused by WTG’s historic manufacturing operations;


 


WHEREAS, WTG notified Chubb Insurers of the
costs and expenses arising from the contamination at the Site and requested that Chubb Insurers reimburse it for such costs and
expenses, along with any such costs and expenses as may be incurred in the future;


 


WHEREAS, after receiving notice of the claim,
disputes arose as to whether coverage was owed under any or all of the Policies and, if so, the proper allocation of defense costs
and indemnity payments as between Chubb Insurers and WTG;


 


WHEREAS, WTG and Chubb Insurers now desire
to compromise, settle and adjust fully and finally all disputes which now or hereafter may exist between them with respect to any
and all claims, known and unknown, past, present or future, which have arisen or may arise with respect to any and all alleged
injuries or damages of any kind or nature arising from or relating to the Site under any and all coverages of the Policies, including
without limitation any general liability, personal injury, products liability, completed operations, premises, operations, property,
automobile or contractual coverage which may be contained therein, (hereinafter collectively referred to as "all coverages”),
on the terms hereinafter set forth.

 





    


     


    

 





NOW, THEREFORE, in consideration of the foregoing
and the mutual promises and covenants set forth below, WTG and Chubb Insurers mutually agree as follows:


 


1. Chubb Insurers shall within thirty (30)
days of receipt of a signed copy of this Agreement from WTG, pay the total sum of Four Hundred Eighty-Five Thousand Dollars ($485,000.00)
(the “Settlement Amount”) to WTG, in full and final settlement of any and all claims, past, present and future, which
have been or hereafter may be asserted by WTG for defense and/or indemnification from Chubb Insurers and/or Chubb Affiliates with
respect to any and all alleged injuries or damages of any kind or nature arising from or relating to the Site under any and all
coverages of the Policies. The Settlement Amount shall be made payable to Boonton Electronics.


 


2. WTG acknowledges that in consideration of
the payment by Chubb Insurers of the Settlement Amount to WTG, any and all obligations which now or hereafter may exist on the
part of Chubb Insurers or any of the Chubb Affiliates arising from the claims which have been or which hereafter may be asserted
by WTG with respect to any and all alleged injuries or damages of any kind or nature arising from or relating to the Site, including
claims for natural resources damages, under any and all coverages of the Policies, will be deemed to have been extinguished. WTG
expressly accepts the payment by Chubb Insurers of the Settlement Amount to WTG in full and complete satisfaction of any and all
obligations which now or may exist on the part of Chubb Insurers or any of the Chubb Affiliates with respect to any request for
insurance coverage from WTG with respect to any and all alleged injuries or damages of any kind or nature arising from or relating
to the Site under any and all coverages of the Policies, including but not limited to any obligation on the part of Chubb Insurers
or any of the Chubb Affiliates to investigate, defend, pay legal fees or costs, or to pay administrative, engineering, or consulting
costs or fees, settle claims or suits, or to pay or contribute to settlements, judgments, damages to natural resources, investigative
or remedial costs pertaining thereto.


 


3. WTG and all other persons or entities identified
as named insureds, defined as insureds, or identified as additional insureds under the Policies hereby fully release and forever
discharge Chubb Insurers, their parents, subsidiaries, affiliated companies, predecessor companies, successors in interest and
all of their past and present officers, directors, employees, shareholders, representatives and attorneys of and from any and all
claims, actions, causes of action, rights, liabilities, obligations and demands of every kind and nature, known and unknown, past,
present, and future, for insurance coverage from Chubb Insurers or any of the Chubb Affiliates with respect to any and all alleged
injuries or damages of any kind or nature arising from or relating to the Site under all coverages of the Policies, including but
not limited to damages to the natural resources of any kind or nature. The foregoing release by WTG expressly includes, but is
not limited to, any claims for defense, indemnification, damages, punitive damages, equitable relief, any claims to recover experts’,
consultants’, engineering, administrative, or legal fees or other costs associated with the Site, or any other legal or administrative
proceeding, pre-judgment interest, post-judgment interest, or to recover for any alleged acts or omissions, if any, on the part
of Chubb Insurers or any of the Chubb Affiliates constituting unfair defense or settlement practices, insurance or other statutory
code violations, bad faith, breach of fiduciary duty, fraud, malice or oppression or any other extra-contractual theory of liability.
This release is intended to be a full site release for any and all suits or claims arising from or relating to the Site, and shall
be interpreted broadly to effectuate the intentions of the parties to this Agreement.


 





    


     


    

 


4. Chubb Insurers hereby releases WTG and all
other persons or entities identified as named insureds or additional named insureds under the Policies from all claims which Chubb
Insurers may have arising from WTG’s request for insurance coverage from Chubb Insurers with respect to any and all alleged
injuries or damages of any kind or nature arising from or relating to the Site, including but not limited to any claims for additional
premium or other payments or offsets that may be claimed by Chubb Insurers as a result of paying the Settlement Amount to WTG consistent
with the terms of this Settlement Agreement.


 


5. In furtherance of their express intent to
fully, forever and irrevocably release and discharge each other from all insurance coverage claims arising from or relating to
the Site, known and unknown, from the beginning of time until the end of time, WTG and Chubb Insurers expressly waive any and all
rights they may have under any statute, code, ordinance or the common law, which may limit or restrict the effect of the
general release as to insurance coverage claims arising from or relating to the Site which WTG and/or Chubb Insurers do not know
or suspect to exist in their respective favor at the time of the execution of this Agreement.


 


6. Upon actual receipt by WTG of the Settlement
Amount, all pending claims for coverage by WTG against Chubb Insurers and/or Chubb Affiliates with respect to any and all alleged
injuries or damages of any kind or nature arising from or relating to the Site, including without limitation any potential claims,
shall be deemed withdrawn.


 


7. In further consideration of Chubb Insurers’
payment of the Settlement Amount pursuant to this Agreement, WTG agrees to defend, indemnify, save and hold Chubb Insurers or any
of the Chubb Affiliates harmless from and against any and all past, present and future claims or suits which may arise against
Chubb Insurers or any of the Chubb Affiliates by or on behalf of WTG’s other insurance carriers, third-party claimants, and/or
any other entity, including but not limited to the Environmental Protection Agency (“EPA”), the New Jersey Department
of Environmental Protection (“NJ DEP”), or any similar state or federal agency, or any other individual against Chubb
Insurers or any of the Chubb Affiliates, which arise from or relate to the Site, including but not limited to any claims to treat,
monitor, cleanup, remediate or otherwise respond to pollutants or contamination on land or in the water, and for any contribution,
indemnification, subrogation, allocation, apportionment, reimbursement, coverage, declaratory judgment, direct action, or other
compensatory damages, based upon, arising out of, or relating in any way to the Policies and/or this Agreement (hereinafter collectively
referred to as “Indemnified Claims”). Chubb Insurers, the Chubb Affiliates, and WTG shall cooperate in the defense
of any Indemnified Claims. Should WTG fail to timely respond to the tender of any Indemnified Claims or fail to fully comply with
its obligations to defend and indemnify Chubb Insurers or any of the Chubb Affiliates as to such claims, Chubb Insurers and/or
any of the Chubb Affiliates shall be free to defend such claims as they, in their sole discretion, deem appropriate and to settle
any such claims as they see fit, the cost of which will be borne by WTG pursuant to this paragraph. Notwithstanding any of the
foregoing or anything else contained in this Agreement, WTG’s liability under this provision shall be capped at the amount
of the Settlement Amount, or in any one matter by the cumulative limits of the Policies placed at issue in that matter, whichever
is less.


 





    


     


    

 


8. Chubb Insurers agree not to initiate any
claim or cross-claim for contribution or otherwise against any insurer with respect to any amounts paid pursuant to this Agreement,
unless such insurer pursues a claim for contribution against Chubb Insurers. In the event another insurer obtains a judgment or
binding award against Chubb Insurers or any of the Chubb Affiliates for Chubb Insurers’ or any of the Chubb Affiliates’
alleged allocable share, or enforces subrogation rights, if any, giving rise to an Indemnified Claim, WTG shall voluntarily reduce
any judgment, or claim against, or settlement with, such other insurer by the amount, if any, that a court or tribunal determines
that Chubb Insurers or any of the Chubb Affiliates would have been liable to pay such other insurer. The amount of any such reduction
shall be capped at the amount of the Settlement Amount, or in any one matter by the cumulative limits of the Policies placed at
issue in that matter, whichever is less. To ensure that such a reduction is accomplished, Chubb Insurers and/or any of the Chubb
Affiliates shall be entitled to assert this paragraph as a defense to any action against it for any such portion of the judgment
or claim and shall be entitled to have the court or appropriate tribunal issue such Orders as are necessary to effectuate the reduction
to protect Chubb Insurers or any of the Chubb Affiliates from any liability for the judgment or claim. WTG agrees it will not seek
to obtain payment from any other person or entity of any amount or portion of any amount that may be attributable or allocable
to Chubb Insurers or any of the Chubb Affiliates.


 


9. Nothing contained herein shall be construed
to be an admission of any kind by any signatory hereto. Specifically, and without limitation, nothing contained herein constitutes
an admission by Chubb Insurers or any of the Chubb Affiliates that WTG was or is entitled to any insurance coverage from Chubb
Insurers or any of the Chubb Affiliates under the Policies in connection with any suits or claims which have been or may be asserted
against WTG relating to the Site. In addition, and without limitation, nothing contained herein constitutes an admission by WTG
that it has any responsibility for the costs of the investigation and remediation of contamination at or from the Site.


 


10. This Agreement is the result of a compromise
and accord, is the product of arms-length negotiations, and is not intended to be, nor shall it be, construed as an insurance policy
interpretation. This Agreement is restricted and limited to the matters addressed herein, and shall not be used by either Chubb
Insurers or WTG in any court or dispute resolution proceeding to infer coverage or to create, prove, or interpret claims under
any insurance policy issued by Chubb Insurers. Nothing contained herein, however, shall be deemed or construed to prohibit Chubb
Insurers or any of the Chubb Affiliates, or WTG, from introducing this Agreement into evidence for the purpose of enforcing the
terms of this Agreement.


 


11. The parties to this Agreement each represent
and warrant that they have not and will not in any manner assign, transfer, convey or sell, or purport to assign, transfer, convey
or sell to any entity or person any cause of action, chose in action, or part thereof, arising out of or connected with the matters
released herein, and that they are the only persons or entities entitled to recover for damages under such claims, causes of action,
actions, and rights. The parties to this Agreement each also represent and warrant that no subrogation of any such causes of action,



 





    


     


    
 


chose in action, or part thereof, has taken place. The parties to this Agreement each further represent and warrant that they will
not in any way voluntarily assist any other person or entity in the establishment of any claim, cause of action, action, or right
against the other party to this Agreement arising out of, resulting from or in any way relating to the handling by Chubb Insurers
of WTG’s claim for insurance coverage from Chubb Insurers.

 


12. This Agreement prevails over prior communications
regarding the matters contained herein between the signatories hereto or their representatives. This Agreement has been reviewed
by counsel for the signatories hereto, and shall not be construed against any signatory, each signatory expressly waiving the doctrine
of contra proferentum.


 


13. This Agreement is an integrated Agreement
and contains the entire Agreement regarding the matters herein between the signatories hereto, and no representations, warranties,
or promises have been made or relied on by any signatory hereto other than as set forth herein.


 


14. This Agreement is intended to confer rights
and benefits only on the signatories hereto and the Chubb Affiliates, as described in this Agreement, and is not intended to confer
any right or benefit upon any other person or entity. No person or entity other than the signatories hereto and the Chubb Affiliates
shall have any legally enforceable right under this Agreement. All rights of action for any breach of this Agreement are hereby
reserved to the signatories herein and the Chubb Affiliates.


 


15. This Agreement is not a policy of insurance
and the signatories do not intend this Agreement to be interpreted as such.


 


16. The parties represent and warrant:


 


a. That they are corporations duly
organized and validly existing in good standing under the laws of one of the States of the United States;


b. That they have taken all necessary
corporate and legal actions to duly approve the making and performance of this Agreement and that no further corporate or other
approval is necessary;


c. That the making and performance
of this Agreement will not violate any provision of law or of their respective Articles of Incorporation or Bylaws;


d. That they have read this Agreement
and know the contents hereof, that the terms hereof are contractual and not by way of recital, and that they have signed this Agreement
of their own free acts; and


e. That in making this Agreement,
they have obtained the advice of legal counsel.


 


17. Each of the terms of this Agreement is
binding upon each signatory hereto, and their respective predecessors, successors, parents, subsidiaries, affiliated companies,
transferees, assigns, representatives, principals, agents, officers, directors, and employees.


 





    


     


    
 


18. The parties acknowledge and agree that
the terms and conditions of this Agreement shall remain confidential and shall not be disclosed to any person or firm except as
may be required by law, provided, however, that either party may disclose the terms of this Agreement: (1) to any reinsurer(s)
which may have an interest in the aforementioned matters; (2) in response to any valid subpoena, discovery demand, or court order,
issued in an action pending in a court of competent jurisdiction, which may hereafter be served by a third party upon Chubb Insurers
or any of the Chubb Affiliates, or WTG, and which requires the disclosure of this Agreement under penalty of sanctions for non-compliance
therewith; or (3) with the prior written consent of the other party. In the event either party to this Agreement or a Chubb Affiliate
may be served with a valid subpoena, discovery demand or court order, the entity served shall immediately notify the parties to
this Agreement, which shall be given the opportunity to intervene or to otherwise set forth opposition prior to the disclosure
of this Agreement. Notwithstanding anything to the contrary, the parties acknowledge and agree that WTG shall be permitted to make
such public filings and/or disclosures concerning and/or including this Agreement as are required by federal and state securities
laws, including without limitation a Form 8K filing.


 


19. All notices or other communications which
either party to this Agreement or a Chubb Affiliate desires or is required to give shall be given in writing and shall be deemed
to have been given if hand-delivered, sent by telecopier or mailed by depositing in the United States mail, prepaid to the parties
at the addresses noted below or such other address as a party may designate in writing from time to time:


 


Chubb Insurers Company: 


 


Ms. Celeste Pisano


Brandywine Holdings Group of Insurance and
Reinsurance Companies


510 Walnut Street – WB11E


Philadelphia, PA 19106


Email: Celeste.Pisano@brandywineholdings.com


 


with copy to:


 


Lawrence A. Serlin, Esq.


Siegal & Park


533 Fellowship Road


Mount Laurel, NJ 08054


Email: 1awrence.serlin@mclolaw.com


 





    


     


    
 


WTG Inc.: 


 


Paul Genova, CEO (with a copy to Joanne Calandra,
Director of Human Resources)


c/o Wireless Telecom Group


25 Eastmans Road


Parsippany, NJ 07054


Email: pgenova@wtcom.com


 


With a copy to:


 


Wanda Chin Monahan, Esq.


Law Offices of Wanda Chin Monahan, LLC


50 Cardinal Drive


Suite 102


Westfield, NJ 07090


Email: wmonahan@monahanlawnj.com


 


 


20. The parties to this Agreement hereby agree
that this Agreement may be executed in counterparts, and that all such counterparts shall constitute a single binding instrument,
notwithstanding that all signatories are not signatories to the original or the same counterpart.


 





    


     


    
 


IN WITNESS WHEREOF, the parties have executed
this Settlement Agreement and Release on the dates shown below:


 


 


BOONTON ELECTRONICS CORP., WTT
ACQUISITION CORP. AND WIRELESS TELECOM GROUP, INC. 


 


 


 


Dated: December 16, 2016


 


 


 


By: /s/ Paul Genova                                   


Name: Paul Genova


Title: Chief Operating
Officer and President


 


 


 


 


 


 


CENTURY INDEMNITY COMPANY AND
FEDERAL INSURANCE COMPANY 


 


 


 


Dated: December 16, 2016


 


 


 


 


By: /s/ Celeste R.
Pisano                                   


Name: Celeste R. Pisano


Title: Direct Claims Handler


 





    


     


    
 

SCHEDULE A


 

	Policy Period

	Insurer/Policy Number


	 	 
	04/10/75-04/10/78

	INA/Century #AGP137888


	04/10/78-04/10/79

	INA/Century #AGP432136


	04/10/79-04/10/80

	INA/Century #AGPD0244028


	04/10/80-04/10/81

	INA/Century #AGPD0320618


	04/10/84-04/10/85

	Federal #3524-62-47


	 	 




 







 





    


     


    
 

SCHEDULE B


 


CHUBB COMPANIES


 


ACE American Insurance Company (formerly known
as CIGNA Insurance Company, formerly known as INA Underwriters Insurance Company, formerly known as Allied Insurance Company, formerly
known as Allied Compensation Insurance Company) in its own capacity and in its capacity as successor by merger to (1) ACE Insurance
Company of Texas; (2) ACE American Insurance Company of Texas; (3) ACE Employers Insurance Company; (4) ACE Insurance Company of
Ohio; and (5) ACE Insurance Company of Illinois


 


ACE American Lloyds Insurance Company (formerly
known as CIGNA Lloyds Insurance Company, formerly known as American Lloyds Insurance Company)


 


ACE Employers Insurance Company (formerly known
as CIGNA Employers Insurance Company, formerly known as INA Employers Insurance Company, formerly known as INA Farmers Insurance
Company)


 


ACE European Group Limited, as successor to
ACE Insurance S.A. – N.V., as successor to CIGNA Insurance Company of Europe S.A. – N.V., as successor to Insurance
Company of North America


 


ACE Fire Underwriters Insurance Company (formerly
known as CIGNA Fire Underwriters Insurance Company, formerly known as Aetna Fire Underwriters Insurance Company)


 


ACE Indemnity Insurance Company (formerly known
as CIGNA Indemnity Insurance Company, formerly known as Alaska Pacific Assurance Company, formerly known as North State Insurance
Company)


 


ACE Insurance Company of Illinois (formerly
known as CIGNA Insurance Company of Illinois, formerly known as INA Insurance Company of Illinois)


 


ACE Insurance Company of Ohio (formerly known
as CIGNA Insurance Company of Ohio, formerly known as INA Insurance Company of Ohio, formerly known as Aetna Insurance Company
of Ohio)


 


ACE Insurance Company of Puerto Rico (formerly
known as CIGNA Insurance Company of Puerto Rico, formerly known as Aetna Insurance Company of Puerto Rico)


 


ACE Insurance Company of Texas (formerly known
as CIGNA Insurance Company of Texas, formerly known as INA of Texas, formerly known as Aetna Insurance Company of Texas)


 


ACE Insurance Company of the Midwest (formerly
known as CIGNA Insurance Company of the Midwest, formerly known as Aetna Insurance Company of the Midwest)


 





    


     


    
 



ACE Property & Casualty Insurance Company
(formerly known as CIGNA Property & Casualty Insurance Company, formerly known as Aetna Insurance Company)


 


Allied Insurance Company (formerly known as
California Food Industry Insurance Company)


 


American Insurance Company, Fireman’s
Fund Insurance Company, Hartford Fire Insurance Company, Home Insurance Company, St. Paul Fire and Marine Insurance Company, St.
Paul Mercury Insurance Company, and their affiliates, but only to the extent that AFIA (f/k/a American Foreign Insurance Association),
an unincorporated association, issued policies on their behalf, and not to the extent they issued policies on their own behalf
or to any other extent


 


Atlantic Employers Insurance Company


 


Bankers Standard Fire and Marine Company (formerly
known as Commercial Standard Fire and Marine Company)


 


Bankers Standard Insurance Company (formerly
known as All Risk Insurance Company)


 


Brandywine Holdings Corporation


 


Central National Insurance Company of Omaha
(only to the extent policies issued by Cravens, Dargan & Company, Pacific Coast, and its subsidiaries)


 


Century Indemnity Company in its own capacity
and in its capacity as: (1) successor to CIGNA Specialty Insurance Company (formerly known as California Union Insurance Company);
(2) successor to CCI Insurance Company, as successor to Insurance Company of North America; and (3) successor to CCI Insurance
Company, as successor to Insurance Company of North America, as successor to Indemnity Insurance Company of North America


 


Chubb Custom Insurance Company


 


Chubb Indemnity Insurance Company


 


Chubb Insurance Company of New Jersey


 


Chubb Lloyds Insurance Company of Texas


 


Chubb National Insurance Company


 


Chubb & Son


 


Eagle Star Insurance Company (only to the extent
policies issued by Cravens, Dargan & Company, Pacific Coast, and its subsidiaries)


 


 





    


     


    
 


Executive Risk Indemnity Inc.


 


Executive Risk Specialty Insurance Company


 


Federal Insurance Company


 


Great Northern Insurance Company


 


Highlands Insurance Company (only to the extent
policies issued by Cravens, Dargan & Company, Pacific Coast, and its subsidiaries)


 


Horace Mann Insurance Company


 


Illinois Union Insurance Company (formerly
known as GATX Insurance Company)


 


Imperial Casualty Company (only to the extent
policies were issued by GATX Underwriters, Inc.)


 


INA Surplus Insurance Company (formerly known
as Delaware Reinsurance Company)


 


Indemnity Insurance Company of North America,
in its own capacity and as successor in interest to INA Insurance Company, Connecticut General Fire & Casualty Insurance Company,
Indemnity Insurance Company of North America (New York)


Industrial Underwriters Insurance Company


 


Insurance Company of North America (UK) Limited


 


Insurance Company of North America (formerly
known as The President and Directors of the Insurance Company of North America)


 


Motor Vehicle Casualty Company (only to the
extent policies issued by Cravens, Dargan & Company, Pacific Coast, and its subsidiaries)


 


Northwestern Pacific Indemnity Company


 


Pacific Employers Insurance Company


 


Pacific Indemnity Company


 


Sea Insurance Company


 


Service Fire Insurance Company (only to the
extent policies issued by Cravens, Dargan & Company, Pacific Coast, and its subsidiaries)


 





    


     


    
 

Sun Insurance Company


 


Texas Pacific Indemnity Company


 


TIG Insurance Company, formerly known as International
Insurance Company, but only to the extent policies were assumed by Westchester Fire Insurance Company or Westchester Surplus Lines
Insurance Company


 


U.S. Fire Insurance Company, North River Insurance
Company, International Insurance Company, International Surplus Lines Insurance Company, Mount Airy Insurance Company, Viking Insurance
Company, Industrial Indemnity Insurance Company, Industrial Indemnity of Alaska Insurance Company, and Industrial Underwriters
Insurance Company of Dallas, but only to the extent policies were novated to or assumed by one of the other companies listed on
this Exhibit


 


Underwriters Insurance Company of Dallas


 


Vigilant Insurance Company


 


Westchester Fire Insurance Company (including
all policies issued by or novated to Westchester Fire Insurance Company, or under which Westchester Fire Insurance Company has
assumed liability)


 


Westchester Surplus Lines Insurance Company
(formerly known as Industrial Insurance Company of Hawaii, Ltd.)